Exhibit 3(b)(2)


                      RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                            MERRIMAC INDUSTRIES, INC.



To:  The Secretary of State
     State of New Jersey

     Pursuant  to  the  provisions  of  Section   14A:9-5,   including   Section
14A:9-5(5),  of  the  New  Jersey  Business  Corporation  Act,  the  undersigned
corporation  executes the attached  Restated  Certificate of  Incorporation  and
hereby certifies as follows:

     1. The name of the corporation  (hereinafter  called the  "Corporation") is
Merrimac Industries, Inc.

     2. The Restated  Certificate of  Incorporation  was adopted by the Board of
Directors of the  Corporation on June 10, 1999 following the 1999 annual meeting
of shareholders of the  Corporation.  The original  Certificate of Incorporation
was filed  with the  Secretary  of State of the State of New  Jersey on March 8,
1994.

     3. The Restated  Certificate of Incorporation  only restates and integrates
and does not further amend the provisions of the Certificate of Incorporation of
this  Corporation  as  heretofore  amended  or  supplemented,  and  there  is no
discrepancy  between  those  provisions  and  the  provisions  of  the  Restated
Certificate of Incorporation attached hereto.


Dated: June 15, 1999

       MERRIMAC INDUSTRIES, INC.


       By: /s/ Mason N.Carter
           ------------------
           Name: Mason N. Carter
                 Title: Chairman of the Board, President
                        and Chief Executive Officer


<PAGE>




                      RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                            MERRIMAC INDUSTRIES, INC.



     Pursuant to the  provisions of Section  14A:9-5 of the New Jersey  Business
Corporation  Act, the undersigned  corporation  executes the following  Restated
Certificate of Incorporation:

                                    ARTICLE I
                                 Corporate Name

            The name of the Corporation is Merrimac Industries, Inc.

                                   ARTICLE II
                     Registered Office and Registered Agent

             The address of the Corporation's registered office is:

                               41 Fairfield Place
                         West Caldwell, New Jersey 07006

              The name of the registered agent at that address is:

                                Robert V. Condon

                                   ARTICLE III
                          Classified Board of Directors

     The  business and affairs of the  Corporation  shall be managed by or under
the  direction  of a Board of  Directors  consisting  of not less than three (3)
directors,  the exact  number of directors  to be  determined  from time to time
exclusively by the Board of Directors by the  affirmative  vote of a majority of
the entire Board. The directors shall be divided into three classes,  designated
Class I, Class II and Class III. Each class shall  consist,  as nearly as may be
possible, of one-third of the total number of directors  constituting the entire
Board  of  Directors.  At the  1999  Annual  Meeting  of  Shareholders,  Class I
directors  shall be elected for a one-year  term.  Class II  directors  shall be
elected  for a two-year  term and Class III  directors  shall be  elected  for a
three-year term. At each succeeding annual meeting of shareholders  beginning in
2000,  successors  to the class of  directors  whose term expires at that annual
meeting  shall be elected for a three-year  term.  If the number of directors is



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<PAGE>

     changed, any increase or decrease shall be apportioned among the classes so
as to  maintain  the  number  of  directors  in each  class as  nearly  equal as
possible,  and any  additional  director of any class  elected to fill a vacancy
resulting from an increase in such class shall hold office for a term that shall
coincide with the remaining  term of that class,  but in no case will a decrease
in the  number  of  directors  shorten  the term of any  incumbent  director.  A
director  shall hold office  until the annual  meeting for the year in which his
term  expires  and until  his  successor  shall be  elected  and shall  qualify,
subject, however, to prior death, resignation,  retirement,  disqualification or
removal for cause.  Any vacancy  occurring on the Board of Directors,  including
any vacancy resulting from an increase in the number of directors, may be filled
by a majority of the Board of  Directors  then in office,  although  less than a
quorum, or by a sole remaining director.  Any director elected to fill a vacancy
not  resulting  from an increase in the number of directors  shall have the same
remaining term as that of his predecessor.

     Notwithstanding  anything to the  contrary in the  foregoing,  whenever the
holders of any one or more classes or series of stock issued by the  Corporation
shall have the right,  voting  separately by class or series, to elect directors
at an annual or special meeting of shareholders,  the election,  term of office,
filling of vacancies and other features of such directorships  shall be governed
by the  provisions of this  Certificate  of  Incorporation  applicable  thereto,
unless expressly provided otherwise by the resolutions of the Board of Directors
providing for the creation of such class or series.

    The names and addresses of the current Board of Directors are as follows:

    Class I:

         Joel H. Goldberg
         c/o C.C.I. / SK Associates, Inc.
         1767 Morris Avenue
         Union, NJ  07083

         Eugene W. Niemiec
         66 Skytop Road
         Cedar Grove, NJ  07009

    Class II:

         Edward H. Cohen
         c/o Rosenman & Colin LLP
         575 Madison Avenue
         New York, NY  10022

         Arthur A. Oliner
         11 Dawes Road
         Lexington, MA  02173



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<PAGE>

    Class III:

         Mason N. Carter
         c/o Merrimac Industries, Inc.
         41 Fairfield Place
         West Caldwell, NJ  07006

         Albert H. Cohen
         7 Pine Court
         Westfield, NJ  07090


                                   ARTICLE IV
                                Corporate Purpose

     The  purpose for which the  Corporation  is  organized  is to engage in any
activities for which corporations may be organized under the New Jersey Business
Corporation Act.

                                    ARTICLE V
                                  Capital Stock

     The total  number of shares of capital  stock which the  Corporation  shall
have authority to issue is 5,000,000  shares of the par value of $.50 per share,
all of the same class designated common stock.

                                   ARTICLE VI
                             Limitation of Liability

     Subject to the following,  a director or officer of the  Corporation  shall
not be personally  liable to the Corporation or its shareholders for damages for
breach of any duty owed to the  Corporation or its  shareholders.  The preceding
sentence  shall not relieve a director or officer from  liability for any breach
of duty based upon an act or omission  (i) in  breach of such  person's  duty of
loyalty  to the  Corporation  or its  shareholders,  (ii) not  in good  faith or
involving  a knowing  violation  of law, or  (iii) resulting  in receipt by such
person of an improper personal benefit.  If the New Jersey Business  Corporation
Act is amended to authorize corporate action further eliminating or limiting the
personal liability of directors or officers, then the liability of a director or
officer or both of the Corporation shall be eliminated or limited to the fullest



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<PAGE>

extent permitted by the New Jersey Business  Corporation Act as so amended.  Any
amendment  to  this  Certificate  of  Incorporation,  or  change  in  law  which
authorizes this paragraph shall not adversely  affect any then existing right or
protection of a director or officer of the Corporation.

                                   ARTICLE VII
             Prohibition Against Removal of Directors Without Cause

     None of the present or future  directors of the  Corporation may be removed
without cause by the shareholders of the Corporation.

                                  ARTICLE VIII
                     Certain Required Votes of Shareholders

     Any proposed  merger or  consolidation  of the  Corporation  with any other
corporation or other entity shall require the affirmative  votes, cast in person
or by proxy, of the holders of record of eighty percent (80%) of the outstanding
shares of the capital stock of the Corporation entitled to vote thereon.



Dated: June 15, 1999

       MERRIMAC INDUSTRIES, INC.

       By: /s/ Mason N.Carter
           ------------------
           Name:  Mason N.Carter
           Title: Chairman of the Board, President
                  and Chief Executive Officer



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